Audit Committee Charter - 171009

Donna.Kevey

Description

Audit, Risk & Compliance Committee Charter Tatts Group Limited ABN 19 108 686 040 Audit Committee Charter - 171009.doc 1 Audit, Risk & Compliance Committee Charter Table of Contents 1. Purpose 32.Authority 33.Organisation 4 3.1 Membership 4 3.2 Meetings 4 3.3 Minutes 44.Responsibilities 5 4.1 Financial Reporting 5 4.2 Risk Management 6 4.3 Internal Control 6 4.4 Compliance with Laws and Regulations 7 4.5 External Audit 7 4.6 Internal 8 4.7 Related Party Transactions 8 4.8 Other 95. Reporting Responsibilities 96. Evaluating Performance 97. Review of the Committee Charter 9 Tatts Group Limited ABN 19 108 686 040 Audit Committee Charter - 171009.doc 2 Audit, Risk & Compliance Committee Charter 1. Purpose The Audit Risk & Compliance Committee of Tatts Group Limited (Tatts) (Committee) is to: 1.1 Assist the Board in its oversight responsibilities by monitoring and advising on: • The financial reporting process; • The external auditors’ scope, independence and performance; • The independence and performance of the internal audit function; • The effectiveness of the compliance system to ensure that legal and regulatory requirements are met; • Compliance with Tatts group’s policy framework; • Internal controls and Tatts group’s control environment; • Review all related party transactions and assess their appropriateness; and • Tatts group’s ...

Informations

• Publié par: Unyu
• Nombre de lectures: 24
• Langue: English

Extrait

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

1

Audit, Risk & Compliance

Committee Charter

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

2

Audit, Risk & Compliance Committee Charter

Table of Contents

1. Purpose

3

2. Authority

3

3. Organisation

4

3.1 Membership

4

3.2 Meetings

4

3.3 Minutes

4

4. Responsibilities

5

4.1 Financial Reporting

5

4.2 Risk Management

6

4.3 Internal Control

6

4.4 Compliance with Laws and Regulations

7

4.5 External Audit

7

4.6 Internal Audit

8

4.7 Related Party Transactions

8

4.8 Other

9

5. Reporting Responsibilities

9

6. Evaluating Performance

9

7. Review of the Committee Charter

9

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

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Audit, Risk & Compliance Committee Charter

1.

Purpose

The Audit Risk & Compliance Committee of Tatts Group Limited (Tatts) (Committee)

is to:

1.1 Assist the Board in its oversight responsibilities by monitoring and advising on:

•

The financial reporting process;

•

The external auditors’ scope, independence and performance;

•

The independence and performance of the internal audit function;

•

The effectiveness of the compliance system to ensure that

legal and

regulatory requirements are met;

•

Compliance with Tatts group’s policy framework;

•

Internal controls and Tatts group’s control environment;

•

Review all related party transactions and assess their appropriateness;

and

•

Tatts group’s overall risk management program.

1.2 Provide a forum for communication between the Board, management and both

the internal and external auditors, and in particular, facilitating confidential

discussions on sensitive issues between the external auditor and the Board.

1.3 Provide a conduit to the Board for external advice on audit, risk management

and compliance.

2.

Authority

The Committee does not have delegated power to make binding decisions.

The Board may authorise the Committee, within the scope of its responsibilities, to:

2.1

Perform activities consistent with this Charter.

2.2

Engage independent counsel and other advisors as it deems necessary to

carry out its duties, at Tatts group’s expense.

2.3

Require the attendance of Tatts group officers at meetings as appropriate.

2.4

Have unrestricted access to management, employees and information it

considers relevant to its responsibilities under this Charter.

2.5

Make recommendations to the Board on the appointment, compensation and

retention of the external auditor.

2.6

Oversee the work, and assess the performance of, the internal and external

auditors.

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

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3.

Organisation

3.1

Membership

3.1.1 The Board of Directors will nominate the Committee members and the

Chairman of the Committee.

3.1.2 The Chairman of the Committee is to be an independent

1

director who is not

Chairman of the Board of Directors.

3.1.3 The Committee will be comprised of at least three members and have no

more than six members, the majority of whom are independent directors.

3.1.4 Each member should be capable of making a valuable contribution to the

Committee and have skills and experience appropriate to Tatts group’s

business.

3.1.5 Each member shall be financially literate (i.e. able to read and understand

financial statements, and actively challenge information presented from

internal and external auditors).

3.1.6 At least one member must have financial expertise.

2

3.1.7 Members will be given the opportunity upon request to attend technical or

professional development courses to assist in keeping up to date with

legislative, accounting and other relevant issues.

3.1.8 The secretary of the Committee will be the Company Secretary, or such other

person as nominated by the Board.

3.1.9 The Committee will ensure that there is an appropriate induction process for

completion by each new member, which covers the member’s responsibilities

listed under section 5 “Responsibilities”.

3.1.10 The performance of the Committee will be reviewed biennially by the Board

(refer to section 6 “Evaluating performance”).

3.2

Meetings

3.2.1 Only Committee members are entitled to attend meetings. The Committee

may invite such other persons (e.g. the CE, CFO,

Chief Internal Auditor, and

external audit engagement representatives) to its meetings, as it deems

necessary.

3.2.2 Other members of the Board of Directors are invited to Committee meetings

under a standing invitation.

3.2.3 Meetings shall be held regularly on pre-arranged dates and should be

scheduled to correspond with Tatts’ financial reporting cycle.

1

Independence in the context of the Company is defined by the Board (refer to the Board of Directors

Charter and Guidelines for Operation).

2

This is defined in the ASX Recommendations as being a qualified accountant or other financial

professional with experience of financial and accounting matters.

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

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3.2.4 Special meetings may be convened as required. The external and internal

auditors may approach the Chairman at any time and request the Chairman

to convene a meeting.

3.2.5 The Committee is to meet separately with the external auditor and the internal

auditor in absence of management at least annually.

3.2.6 A quorum for any meeting will be a majority of the Committee at the date of

the meeting.

3.3

Minutes

3.3.1 The draft minutes and action points of each Committee meeting are to be

approved by the Chairman and circulated to all Committee members by the

Company Secretary as soon as practicable so that the minutes are recorded

in the minute book within one month of the meeting.

3.3.2 A copy of the Committee minutes, once they have been approved by the

Chairman and recorded in the minute book, will be included in the papers for

the next Committee meeting.

3.3.3 Minutes are not a verbatim recording of the meeting but accurately record the

resolutions of the Committee, key reasons for those decisions (where

appropriate) and actions arising.

4.

Responsibilities

The Committee will:

4.1

Financial Reporting

4.1.1 Review significant accounting and reporting issues, including recent

professional and regulatory pronouncements, and understand their impact on

the financial statements.

4.1.2 Oversee the periodic financial reporting process implemented by

management and review the interim financial statements, annual financial

statements and preliminary announcements prior to their release to determine

whether they are complete, reflect appropriate accounting principles, contain

appropriate disclosures, and are consistent with the information known to

Committee members.

In discharge of this responsibility the Committee is to:

(a)

Ensure accounting policies are consistently applied and any new

accounting standards requirements, related to Tatts group, are

appropriately reflected.

(b)

Consider the need for, appropriateness of, and correct disclosure of,

any changes made to Tatts group’s existing accounting policies.

(c)

Pay particular attention to complex and/or unusual transactions.

3

(d)

Focus on judgmental areas of the financial statements.

4

3

For example: business combinations, restructuring charges, and measurement and recognition of

financial instruments.

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

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(e)

Review management’s periodic written representations to the

Committee and the Board in relation to the information in the financial

statements including the CE and CFO’s

declaration provided in

accordance with Section 295A of the Corporations Act and the fact that

it is founded on a sound system of risk management and internal control

and that the system is operating effectively in all material respects in

relation to financial reporting risks.

(f)

Review and assess any significant accounting estimates and judgments

made in the financial reports. The Committee must understand the basis

of, and method used in, deriving the estimate or judgment and assess

whether it was reasonable.

The Committee may seek the opinion of the

external auditors in assessing whether the estimate or judgment was

reasonable.

(g)

Meet with management and the external auditors to review the financial

statements and the results of the audit.

(h)

Ensure that any significant adjustments, unadjusted differences,

disagreements with management and critical accounting policies and

practices have been discussed with the external auditor.

4.1.3 Discuss with management significant movements in the financial statements

between periods and from budget and ensure that explanations are

consistent with the Committee’s understanding of the business.

4.1.4 Liaise with the Remuneration Committee to ensure all remuneration based

accounting requirements have been complied with (including any disclosure

requirements).

4.2

Risk Management

4.2.1 Oversee the establishment and implementation of Tatts group’s risk

management system and internal control system to manage material

business risks and its resourcing.

4.2.2 Review and monitor the performance of management in implementing risk

management responses and internal control rectification activities and ensure

that there are appropriate systems in place for identifying and monitoring

significant risks, and that these are operating as intended.

4.2.3 Require management to report to it and the Board annually on whether Tatts

group’s material business risks are being managed effectively.

4.2.4 Liaise with the Remuneration Committee to ensure that the corporate

assurance program adequately covers the risks and controls relating to

remuneration.

4.3

Internal Control

4.3.1 Ensure any internal control recommendations made by the internal and/or

external auditors and approved by the Committee have been implemented by

management.

4

For example: judgments on revenue recognition, capitalisation of expenses, valuation and

measurement of assets and liabilities, warranty, product or environmental liabilities, and other

commitments and contingencies.

Tatts Group Limited

ABN 19 108 686 040

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4.3.2 Evaluate the process Tatts group has in place for assessing the effectiveness

and efficiency of internal controls, and continuously improving internal

controls, particularly those related to areas of significant risk.

4.4

Compliance with Laws and Regulations

4.4.1 Oversee the review of the effectiveness of the compliance system for

monitoring compliance with laws and regulations applicable to Tatts group.

4.4.2 Ensure that the results of management’s significant investigations and

recommendations (including disciplinary action) for any identified acts of

material non-compliance are implemented.

4.4.3 Obtain regular updates from management and Tatts group General Counsel

regarding compliance matters that may have a material impact on Tatts

group’s reputation or financial statements.

4.4.4 Make appropriate enquiries and consider relevant reports to satisfy itself that

all regulatory compliance matters related to the business of Tatts group have

been considered in the preparation of the financial statements.

4.4.5 Review the appropriateness of management’s responses to, and

implementation of, any findings and recommendations resulting from any

significant investigations by regulatory agencies.

4.5

External Audit

4.5.1 Make recommendations to the Board in relation to the appointment,

reappointment, replacement, remuneration, effectiveness, independence and

terms of engagement of the external auditor.

4.5.2 Review the external auditors’ proposed audit scope and audit approach,

including materiality levels, for the current year in the light of Tatts group’s

circumstances and changes in regulatory and other requirements.

4.5.3 Ensure compliance by the auditor with those provisions of the Corporations

Act relating to annual independence declarations, appointments of auditors as

directors or officers and period of service (e.g. no longer than 5 years).

4.5.4 Assess whether the various relationships between the external auditor and

Tatts group as a whole may impair, or appear to impair, the auditor’s

judgment or independence in respect of Tatts group.

4.5.5 Ensure significant findings and recommendations made by the external

auditors are received and discussed by the Committee on a timely basis, and

ensure management responds promptly to the recommendations.

4.5.6 Meet separately with the external auditors to discuss any matters that the

Committee or auditors believe should be discussed privately.

4.5.7 Review and approve the external auditor’s arrangements for the rotation and

succession of audit and review partners including their approach to managing

the transition.

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

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4.5.8 Ensure the external auditor attends annual general meetings of the company

and be available to answer any shareholder’s question within the area of the

auditor’s opinion and expertise, including but not limited to:

(a) The conduct of the most recent audit;

(b) Preparation and content of the audit report;

(c) Accounting policies adopted by the Company in relation to preparation

of financial statements; and

(d) The independence of the auditor in relation to the conduct of the most

recent audit.

4.6

Internal Audit

4.6.1 Review and approve the scope of the internal audit work plan for the coming

year, its coverage of key risks and the level of co-ordination with the external

auditor.

4.6.2 Advise the Board on the appointment, promotion or dismissal of the Chief

Internal Auditor.

4.6.3 Ensure that the annual work plan of internal audit will provide appropriate

support for the CE and CFO declarations to the Board of Tatts group as

specified in item 4.1.2(d) of this Charter.

4.6.4 Monitor progress against the annual work plan including any significant

changes to it, any difficulties or restrictions on scope of activities and any

significant disagreements with management.

4.6.5 Review the independence, performance and effectiveness of the internal

audit function on an annual basis and ensure that it has appropriate standing

within Tatts group.

4.6.6 Meet separately with the Chief Internal Auditor if requested to discuss any

matters that the Committee or the Chief Internal Auditor believe should be

discussed privately.

4.6.7 Ensure significant findings and recommendations made by internal audit are

received, discussed and a course of action is agreed upon and implemented

by management on a timely basis.

4.7

Related Party Transactions

4.7.1 The Committee should review and monitor all related party transactions to

identify whether consideration should be given to seeking shareholder

approval.

4.7.2 The Committee will:

•

Ensure compliance with legislation in relation to director-related and other

related party transactions.

•

Approve all disclosures in relation to related party transactions, which are

not considered by the Board.

Tatts Group Limited

ABN 19 108 686 040

Audit Committee Charter - 171009.doc

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4.8

Other

4.8.1 Oversee the information received and the action taken by Tatts group in

relation to matters affecting Tatts group’s audit, financial statements or

internal controls and any instances of possible fraud raised by an internal

whistleblower or in relation to a complaint made by a third party.

4.8.2 Assess the relationship between the internal and external auditors and the

efficiency of Tatts group’s assurance activities, on an annual basis.

5.

Reporting responsibilities

The Committee will:

5.1 Through its chairman, regularly update the Board about matters relevant to the

Committee’s role and responsibilities and make appropriate recommendations

for approval by the Board.

5.2 Ensure the Board is aware of matters that may significantly impact the financial

condition or affairs of the business.

5.3 The Committee should:

(a) Reguarly update the Board about its findings and activities and make

appropriate recommendations.

(b) Ensure the Board is aware of matters which may significantly impact the

financial conditions or affairs of the business.

6.

Evaluating performance

In order to ensure that the Committee is fulfilling its duties to Tatts and its

shareholders, the Committee will:

6.1

Undertake an annual assessment of its performance against the requirements

of the Charter and provide that information to the Board.

6.2

Obtain feedback from the Board on its performance biennially and implement

any agreed actions.

7.

Review of the Committee Charter

The Committee will:

7.1 Review the Committee’s Charter at least biennially, discuss any required

changes with the Board and ensure any revisions to the Charter are approved

by the Board.